SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 15, 2005
YELLOW ROADWAY CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 0-12255 | 48-0948788 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 10990 Roe Avenue, Overland Park, Kansas | 66211 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code (913) 696-6100
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 7.01 | Regulation FD Disclosure |
On February 16, 2005, William D. Zollars, Chairman, President and Chief Executive Officer of Yellow Roadway Corporation (the “Company”) will deliver a company presentation at the Deutsche Bank Global Transportation Conference. The presentation is available on an audio webcast through the Company’s website, www.yellowroadway.com, and will be available for 30 days. A copy of the slide show is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| (a) | Financial statements of businesses acquired. |
Not applicable
| (b) | Pro forma financial information. |
Not applicable
| (c) | Exhibits. |
| 99.1 | The Yellow Roadway Corporation Deutsche Bank Global Transportation Conference slide show. |
Information in this Current Report that is being furnished pursuant to Item 7.01 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information furnished pursuant to Item 7.01 in this Current Report shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933, as amended. The furnishing of the information in Item 7.01 of this Current Report is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information Item 7.01 of this Current Report contains is material investor information that is not otherwise publicly available.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| YELLOW ROADWAY CORPORATION | ||||||||
| (Registrant) | ||||||||
| Date: February 15, 2005 |
By: | /s/ Donald G. Barger, Jr. | ||||||
| Donald G. Barger, Jr. | ||||||||
| Senior Vice President and Chief | ||||||||
| Financial Officer | ||||||||
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99.1 | The Yellow Roadway Corporation Deutsche Bank Global Transportation Conference slide show. | |
Yellow Roadway is a $6.8 billion transportation services company focused on large shipments
We offer our clients expansive resources:
Over 50,000 employees 835 locations in 88 countries Nearly 18,000 trucks Nearly 70,000 trailers 550 technology professionals
All dedicated to the Yellow Roadway core purpose:
Making global commerce work by connecting people, places and information
2
Transformation to a global transportation services provider
YELL Monthly 2/02/05
60 55 50 45 40 35 30 25 20 15 10 5 0
Volume ©BigCharts.com
40 30 20 10 0 Million
71 72 73 74 75 76 77 78 79 80 81 82 83 84 85 86 87 88 89 90 91 92 93 94 95 96 97 98 99 00 01 02 03 04
1. 1981 – 1988 Post deregulation years
2. 1989 – 1999 A decade of challenges
3. 2000 – now New management, new strategy
1 2 3
Making global commerce work by connecting people, places and information
3
Strong 3-year stock performance
YELL Daily 2/03/05
USFC ABFS CNF FIX SP500
+180% +165% +150% +135% +120% +105% +90% +75% +60% +45% +30% +15% +0% -15% -30% -45%
14 12 10 8 6 4 2 0 Million
M A M J J A A O N D 03 F M A M J J A S 0 N D 04 F M A M J J A S 0 N D 05
YELL
FedEx
ABFS
CNF
S&P 500
USFC
Volume ©BigCharts.com
Making global commerce work by connecting people, places and information
4
Independent Recognition
Named to Forbes Platinum 400 List of America’s Best Big Companies
Ranked #1 in our industry 2 years in a row by Fortune Magazine
Making global commerce work by connecting people, places and information
5
2004 A Record Year
Making global commerce work by connecting people, places and information
6
We delivered a successful first year as Yellow Roadway $6.1 billion $6.8 billion
2003 Pro Forma 2004 Actual $0.79 per share $3.96 per share
2003 Pro Forma 2004 Actual
Full year revenue +11%
Full year EPS +400%
Consolidated operating income of $357 million; nearly 2 ½ times the 2003 pro forma amount of $149 million Consolidated operating ratio of 94.7%
Making global commerce work by connecting people, places and information
7
Our business units set new records in 2004
Revenue of $3.2 billion; highest in company history Operating ratio of 94.1%; the best since 1986
Revenue of $3.1 billion; the highest ever Record operating income of $157 million
20% revenue growth
Full year operating ratio of 87.0%
Revenue increase of 77% $3 million improvement in operating income
Making global commerce work by connecting people, places and information
8
We reduced debt by $250 million in 2004
45.4%
31.2%
2003 2004
Debt to Capital Ratio
(excludes available cash)
5.0%
Convertibles $250
Other $14
8.25% Senior Notes $244
3.375% Convertibles $150
Debt Composition at 12/31/04
(in millions)
Our NOPAT ROCC of around 12% exceeded our benchmark cost of capital of 10% At December 31, 2004, 100% of our debt was at fixed rates with a weighted average cost of less than 6%
Making global commerce work by connecting people, places and information
9
2005
Another Year of Opportunity
Making global commerce work by connecting people, places and information
10
Our Focus in 2005
Growth
Significant resources, capabilities and market reach Large customer bases with limited overlap Continued penetration of premium services
Leverage our strong brands
Continued investments in our distinct brands Operate networks separately
Capture incremental synergies
Substantial synergy opportunities are unique to Yellow Roadway Synergies are independent of the economy
Making global commerce work by connecting people, places and information
11
Synergy Overview $150
$50
$100
2005 Synergies
(in millions)
Full year benefit of 2004 synergies
New 2005 synergies (projected)
Run rate of $200M as we exit 2005
2004 synergies captured:
Purchasing leverage Duplicate infrastructure Best practices opportunities
2005+ synergy initiatives:
Network optimization
Common technology systems Common equipment maintenance Full year benefit of 2004 synergies
Making global commerce work by connecting people, places and information
12
2005 Guidance
EPS guidance
Full year 2005:
1st quarter 2005:
Consolidated revenue Interest expense Income tax rate Gross capital expenditures $5.10 - $5.30 per share
(includes $.24 CoCo dilution)
$.80 - $.90 per share
(includes $.05 CoCo dilution) $7.2 billion $37 million 38.1% $235 - $245 million
Making global commerce work by connecting people, places and information
13
This presentation, and oral statements made regarding the subjects of this presentation, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words “expect,” “projected,” “estimated,” “anticipated” and similar expressions are intended to identify forward-looking statements. It is important to note that the company’s actual future results could differ materially from those projected in such forward-looking statements because of a number of factors, including (without limitation), inclement weather, price and availability of fuel, competitor pricing activity, expense volatility, ability to capture cost synergies, a downturn in general or regional economic activity, effects of a terrorist attack, and labor relations, including (without limitation), the impact of work rules, any obligations to multi-employer health, welfare and pension plans, wage requirements and employee satisfaction. The expectations set forth in this presentation regarding achievement of annual synergies is only the parties’ expectations regarding these matters. Actual results could differ materially from these expectations depending on factors such as the ability of the company to identify and implement synergies and efficiencies in the time frame needed to achieve these expectations.
Making global commerce work by connecting people, places and information
14